Gazprom-AR2014

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Corporate Governance 129 Performance of OAO Gazprom’s ADRs and daily trading volumes on LSE in 2014, Ticker: OGZD LI 10 140 9 120 8 100 7 80 6 60 5 40 4 20 3 0 January February March April May June July August September October November December ADR price, USD Trading volume, mm shares A significant amount of OAO Gazprom’s ADRs is traded in the US OTC market among qualified institutional buyers (QIBs). As at 31 December 2014, OAO Gazprom’s market capitalisation was RUB 3.08tn, or USD 54.8bn, 6.1% lower y-o-y in the rouble equivalent. In 2014, OAO Gazprom’s average market capitalisation increased by 2.5% y-o-y to RUB 3.27tn, or USD 86.7bn. In 2014, the total shareholder returns calculated as the year-end change in capital invested into OAO Gazprom’s ordinary shares traded on the ZAO Micex Stock Exchange including dividends paid in the reporting period and excluding their reinvestments were –0.09%. In October 2014, the Company commissioned a survey of OAO Gazprom perception by investors. During the survey, respondents from the investment community shared their opinions on all aspects of the Company’s operation. The survey also included questions on financial performance: free cash utilisation, costs mix, and investment projects. Respondents made a special focus on corporate governance, progress of the Company’s investment programme, as well as the Company’s costs mix, and dividend payments. Feedback on the Investor Relations’ performance was positive. Results of the survey of OAO Gazprom’s image among investors were reviewed by the Committee for Shareholder and Investor Relations. The issues raised by investors were included in the Board of Directors’ discussion topics. OAO Gazprom’s market capitalisation in 2006-2014, USD bn 400 350 300 250 200 150 100 50 0 2006 2007 2008 2009 2010 2011 2012 2013 2014 Note. Market capitalisation calculated as the monthly closing price in 2006–2014 at ZAO Micex Stock Exchange at the exchange rate of the Central Bank of Russia as of the respective date, multiplied by the total number of OAO Gazprom’s shares issued. OAO Gazprom Annual Report 2014
130 Corporate Governance Dividend Policy In 2010, the Board of Directors approved a new Dividend Policy. Its key change was an increased cap on dividends paid (up to 35% of net profit). Dividends are calculated based on OAO Gazprom’s net profit indicated in its RAS annual accounting statements. The applicable procedure for dividend calculation allows using 17.5%–35% of the Company’s net profit to pay out dividends, provided the reserve fund is fully established in accordance with the Articles of Association. Net income underlying dividend calculations may be adjusted by the amount of revalued financial investments and essentially similar economic facts of OAO Gazprom’s business. As at 31 December 2014, the reserve fund was fully established. OAO Gazprom’s 2013 performance-based dividends paid as at 31 December 2014 Accrued, RUB thou Paid, RUB thou Outstanding, RUB thou Outstanding/ accrued, % Total 170,449,293 170,016,370 432,923 0.25 including on shares: held by the Russian Federation represented by the Federal Agency for State Property Management held by individuals and corporate entities whose rights to shares are accounted for by the register held by individuals and corporate entities whose rights to shares are accounted for by the depositary maintaining a nominee holder account with the issuer’s register** 65,407,152 65,407,152 – – 24,335,928 24,136,184 199,744* 0.82 80,706,128 80,473,034 233,094* 0.29 held by anonymous holders 85 – 85 100 * No dividends were paid to individuals and corporate entities who provided no data for dividend payment transactions in accordance with clause 5 of Article 44 of Federal Law No. 208-FZ On Joint-Stock Companies dated 26 December 1995. Dividends accrued on shares held by anonymous holders are paid as soon as title to securities is established. ** Based on OAO Gazprom’s 2013 results, OAO Gazprom paid RUB 80,706,128 thousand of dividends to nominee holders on 31 July 2014 as part of measures taken pursuant to the dividend resolutions of the Annual General Shareholders Meeting. As at 31 December 2014, the nominee holders failed to transfer RUB 233,094 thousand of dividends in pursuance of their statutory obligation prescribed by the securities laws of the Russian Federation for reasons beyond their control (paragraph 8 of Article 42 of Federal Law No. 208-FZ dated 26 December 1995). The decision to keep the same dividend rate proves the Company’s high corporate governance standards. Based on 2014 performance, the Company’s Board of Directors recommends to pay RUB 170.4bn of dividends (90.2% of OAO Gazprom’s net income in 2014), or RUB 7.2 per share, at the same rate as 2013 performance-based dividends. The decision shows the Company’s commitment to a stable shareholder dividend policy and will enable OAO Gazprom to maintain the leadership position among Russian oil and gas stateowned companies in terms of total dividends and dividend paid to the Russian budget. OAO Gazprom Annual Report 2014
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OAO Gazprom Annual Report 2014 The
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Contents 4 Statement of OAO Gazprom
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4 Statement of OAO Gazprom’s Chai
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6 Major results Gazprom Group Resul
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8 Company Information OAO Gazprom
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10 Company Information OAO Gazprom
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12 Company Information Track Record
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14 Company Information Gazprom Grou
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16 Company Information Operations a
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18 Business Development Prospects S
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20 Business Development Prospects G
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22 Business Development Prospects E
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26 Business Development Prospects E
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28 Business Development Prospects P
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30 Business Development Prospects U
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32 Business Development Prospects S
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34 Board of Directors and Managemen
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42 Board of Directors’ Report on
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48 Trends and Developments on Oil a
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54 Performance Results Exploration
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56 Performance Results Distribution
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58 Performance Results Distribution
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60 Performance Results The company
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62 Performance Results Hydrocarbon
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64 Performance Results Transportati
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66 Performance Results Gas transpor
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68 Performance Results Gas Infrastr
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70 Performance Results Hydrocarbon
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72 Performance Results Gazprom, on
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74 Performance Results OAO Mezhregi
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76 Performance Results Major invest
Page 79 and 80: 78 Performance Results European gas
Page 81 and 82: 80 Performance Results In accordanc
Page 83 and 84: 82 Performance Results Oil and gas
Page 85 and 86: 84 Performance Results Sales of ref
Page 87 and 88: 86 Innovations In 2014, the budget
Page 89 and 90: 88 Innovations — produced a techn
Page 91 and 92: 90 Innovations 14 meetings of coord
Page 93 and 94: 92 Environment and Social Responsib
Page 101 and 102: 100 Environment and Social Responsi
Page 111 and 112: 110 Corporate Governance OAO Gazpro
Page 113 and 114: 112 Corporate Governance Corporate
Page 115 and 116: 114 Corporate Governance Summary of
Page 117 and 118: 116 Corporate Governance Remunerati
Page 119 and 120: 118 Corporate Governance In additio
Page 121 and 122: 120 Corporate Governance Liability
Page 123 and 124: 122 Corporate Governance Audit Comm
Page 125 and 126: 124 Corporate Governance The intern
Page 127 and 128: 126 Corporate Governance Efficient
Page 129: 128 Corporate Governance Stock Mark
Page 133 and 134: 132 Risk Management Gazprom has con
Page 135 and 136: 134 Risk Management Customs, curren
Page 137 and 138: 136 Glossary ADR of OAO Gazprom APG
Page 139 and 140: 138 Corporate Governance Units of M
Page 141 and 142: 140 Additional information List of
Page 143 and 144: 142 Additional information 11. Adde
Page 145 and 146: 144 Additional information 27. Bank
Page 147 and 148: 146 Additional information 45. Adde
Page 149 and 150: 148 Additional information 59. Trad
Page 151 and 152: 150 Additional information 68. Trad
Page 153 and 154: 152 Additional information 84. Cont
Page 155 and 156: 154 Additional information 96. Volu
Page 157 and 158: 156 Additional information Inclusio
Page 159 and 160: 158 Additional information Improvem
Page 161 and 162: 160 Additional information These ef
Page 163 and 164: 162 Addresses and Contact Details F
Page 165: www.gazprom.com
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Gazprom-AR2014

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